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BAXTER TO ACQUIRE EPIC THERAPEUTICS, INC.
Deerfield, Ill. and
Norwood, Mass. - November 11, 2002 - Baxter Healthcare Corporation has
signed a definitive agreement to acquire Epic Therapeutics, Inc. Epic
Therapeutics is a privately-held drug delivery company that specializes
in the formulation of various types of drugs for injection or inhalation,
including controlled-release protein therapeutics, using its proprietary
PROMAXX microsphere technology.
Epic PROMAXX microsphere technology allows the creation of uniform microspheres
that can be tailored to formulate many types of drugs, including protein
drugs. The microspheres release the drugs in the body over a period of
time from hours to weeks, thereby reducing the need for frequent injections.
In addition, the microspheres have potential application for efficient
drug delivery to the lungs.
"The acquisition
of Epic Therapeutics complements our current capabilities and helps our
pharmaceutical and biotechnology clients solve many of the problems that
hinder product formulation and delivery efforts," said David F. Drohan,
senior vice president and president of Baxter's Medication Delivery business.
"The company's PROMAXX technology is designed to improve overall
drug performance while offering a safer and more efficient alternative
to other technologies. By combining Epic's PROMAXX technology with our
drug delivery focus and global reach, we expect to significantly enhance
the growth potential of both companies."
"Epic is very
excited by the prospect of becoming part of Baxter's Medication Delivery
business. As a small company, Epic has been very successful in developing
and applying our microsphere technology. By combining our technical strengths
and drug delivery expertise with those of Baxter, these efforts will be
further enhanced," said George Dunbar, CEO of Epic Therapeutics,
Inc. "The combined strength of the companies will help further Epic's
internal programs and provide new opportunities for our pharmaceutical
clients to successfully bring to market drugs with particularly challenging
formulation and delivery needs."
The acquisition of
Epic Therapeutics will enhance Baxter's position as a full-line drug delivery
service provider by adding controlled-release protein formulation and
pulmonary delivery formulation technologies to its current platform capabilities.
Baxter currently offers clinical and commercial scale operations for the
NANOEDGE formulation technologies for poorly-soluble drugs, ready-to-use
pre-filled syringes and bags, ready-to-mix reconstitution technologies
and vial filling, and lyophilization.
"PROMAXX and
NANOEDGE formulation technologies are complementary in that they enable
our pharmaceutical and biotechnology clients to develop engineered drug
particles out of small and large molecules that have challenging formulation
or delivery needs," explains Drohan.
Both companies anticipate
that the transaction will close in November 2002, subject to approval
from Epic Therapeutics' stockholders. In accordance with Generally Accepted
Accounting Principles, Baxter will allocate a significant portion of the
purchase price to in-process research and development upon closing the
acquisition, resulting in a one-time charge. Baxter's total investment
upon closing is expected to be in the range of $50-100 million.
Epic Therapeutics'
38 employees, located in Norwood, Massachusetts, focus on scientific and
clinical development. Epic Therapeutics is a privately-held drug delivery
company which has developed PROMAXX, a proprietary, water-based delivery
technology. PROMAXX can be used for a wide variety of pharmaceutical agents,
including proteins, peptides, small molecules and DNA, in a variety of
administration routes, including injectable and pulmonary. Asanté
Partners LLC acted as financial advisors to Epic.
Baxter's Medication
Delivery business offers a single source for medication delivery products
and services, including drug delivery, intravenous solutions, infusion
pumps, administration sets, parenteral nutrition products, anesthesia
devices and pharmaceutical agents.
Baxter Healthcare
Corporation is the principal domestic operating subsidiary of Baxter International
Inc. (NYSE: BAX), a global health care company that, through its subsidiaries,
provides critical therapies for people with life-threatening conditions.
Baxter's bioscience, medication delivery and renal products and services
are used to treat patients with some of the most challenging medical conditions,
including cancer, hemophilia, immune deficiencies, infectious diseases,
kidney disease, and trauma.
This news release
contains forward-looking statements that involve risks and uncertainties,
including technological advances in the medical field, product demand
and market acceptance, the effect of economic conditions, actions of regulatory
bodies, the impact of competitive products and pricing, foreign currency
exchange rates and other risks detailed in the company's filings with
the Securities and Exchange Commission. These forward-looking statements
are based on estimates and assumptions made by management of the company
and are believed to be reasonable, though are inherently uncertain and
difficult to predict. Actual results or experience could differ materially
from the forward-looking statements.
PROMAXX is a registered
trademark of Epic Therapeutics, Inc.
NANOEDGE is a trademark of Baxter International Inc.
FOR ADDITIONAL
INFORMATION:
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Media Contacts:
- Deborah
Spak, 847-948-2349
Tracey Marshall, Epic Therapeutics (781) 440-0100
x 221
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Investor
Contacts:
- Neville
Jeharajah, Baxter (847) 948-2875
Mary Kay Ladone, Baxter (847) 948-3371
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